RFP DTFH61-12-R-00018.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER UNDER

DPAS (15 CFR 700) è

RATING

PAGE OF PAGES

1 | 50

2. CONTRACT NUMBER

3. SOLICITATION NUMBER

DTFH61-12-R-00018

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

5. DATE ISSUED

3/15/2012

6. REQUISITION/PURCHASE NO.

28-20-2017

7. ISSUED BY CODE HAAM-20 8. ADDRESS OFFER TO (If other than Item 7) Federal Highway Administration Office of Acquisition Management 1200 New Jersey Ave. SE Mail Stop E65-101, HAAM-20 Washington, DC 20590

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”

SOLICITATION

Sealed offers in original and electronic copy (Samantha.Reizes@dot.gov) for furnishing the supplies or services in the Schedule will be received at the place specified in

7. until 4:15 pm Washington, D.C. Time, April 16, 2012.

9. CAUTION - LATE Submission, Modifications, and Withdrawals: See Section L, Provision No. 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR A. NAME B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

INFORMATION è

CALL:

Samantha Reizes, Contract Specialist

AREA CODE

NUMBER

366-4224

EXT.

Samantha.Reizes@dot.gov

11. TABLE OF CONTENTS

() SEC. DESCRIPTION PAGE(S) () SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 20

X B SUPPLIES OR SERVICES AND PRICE/COST 2 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 2 X J LIST OF ATTACHMENTS 29

X D PACKAGING AND MARKING 5 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 5 X K REPRESENTATIONS, CERTIFICATIONS 30

X F DELIVERIES OR PERFORMANCE 6 AND OTHER STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 7 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 35

X H SPECIAL CONTRACT REQUIREMENTS 16 X M EVALUATION FACTORS FOR AWARD 48

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within _____ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8) è

10 CALENDAR DAYS

20 CALENDAR DAYS

30 CALENDAR DAYS

CALENDAR DAYS

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents Numbered and dated):

15A. NAME CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

AND OFFER (Type or print)

ADDRESS

OF

OFFEROR

15B. TELEPHONE NUMBER 15C. CHECK IF REMITTANCE 17. SIGNATURE 18. OFFER DATE

AREA CODE

NUMBER

EXT.

ADDRESS IS DIFFERENT FROM ABOVE -

ENTER SUCH ADDRESS IN SCHEDULE.

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED

20. AMOUNT

21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c)( )

23. SUBMIT INVOICES TO ADDRESS SHOWN

IN (4 copies unless otherwise specified) è

ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print)

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT -- Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 33 (Rev. 9-97) Previous edition is unusable Prescribed by GSA – FAR (48 CFR) 53.214 mailto:Samantha.Reizes@dot.gov

PART I

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

The Contractor shall furnish all necessary facilities, materials, equipment and personnel, and shall perform all services necessary to provide non-personal “Transportation Infrastructure Finance and Innovation Act (TIFIA) Legal Advisory Services.”

This an indefinite-delivery-indefinite-quantity (IDIQ) contract in accordance with FAR 16.500.

In accordance with the table below, the maximum potential value of all orders placed against this contract shall not exceed the amount of [ to be negotiated ] over five years. The distribution of this amount between cost/price and fee/profit shall be determined based upon the individual task orders awarded. The guaranteed minimum is $50,000 for the entire period of performance.

Any travel and per diem is included within the total ceiling price of the contract, as stated above.

IDIQ MINIMUM AND MAXIMUM AMOUNTS

Supplies/Services Maximum Amount Minimum Amount

TIFIA Legal Advisory Services

To be filled in at award

$50,000

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

STATEMENT OF WORK

BACKGROUND

The Federal Highway Administration’s (FHWA) TIFIA Joint Program Office (JPO) administers the TIFIA program, which provides secured (direct) loans, loan guarantees, and standby lines of credit to borrowers seeking to develop major surface transportation projects. (See 23 U.S.C. §§ 601-609.) The TIFIA statute was enacted as sections 1501 through 1504 of the Transportation Equity Act for the 21st Century (TEA 21, Public Law 105-178), and was amended by the TEA 21 Restoration Act (Title IX of Public Law 105-206) and by sections 1601-02 of the Safe, Accountable, Flexible, Effective Transportation Equity Act: A Legacy for Users (SAFETEA- LU, Public Law 109-59). Through TIFIA, the Department of Transportation (DOT) can loan up to 33 percent of the cost of highway, transit, rail, and intermodal projects. Depending on the specifics of a project, a TIFIA credit agreement may require the participation of FHWA, the Federal Transit Administration (FTA), the Federal Railroad Administration (FRA), or the Maritime Administration (MARAD). Additional information about the TIFIA program may be found on the Internet: http://tifia.fhwa.dot.gov.

http://tifia.fhwa.dot.gov/

OBJECTIVE

The objective of this contract is to provide legal advisory services to support the activities of the

TIFIA JPO.

SCOPE OF WORK

Under this contract, the Contractor shall perform legal advisory services necessary to support the activities of the TIFIA JPO. This shall include highly specialized legal assistance in negotiating and documenting complex credit transactions, and may include legal research and the issuance of legal opinions on matters affecting the TIFIA program that may not pertain to a specific project transaction.

All work under this contract shall be performed through the issuance of specific task orders.

DELINEATION OF CONTRACTOR TASKS

In order to meet the objective of this contract and as directed by the Government through the issuance of specific task orders, the Contractor shall perform the following tasks:

1. The Contractor shall provide advice and counsel to the DOT regarding all legal aspects of TIFIA credit transactions, including but not limited to the following activities:

a. Reviewing, drafting, negotiating, and amending/modifying as necessary legal documents such as: term sheets, secured (direct) loan agreements, guaranteed loan agreements, line of credit agreements, lease agreements, pledge agreements, bond indentures, hedge agreements, swap termination agreements, and inter-creditor agreements among the DOT and selected lenders and third parties, and other documents particular to a transaction, as appropriate. Documents would be prepared and submitted for approval to the Contracting Officer’s Representative (COR).

b. Ensuring that terms, conditions, covenants, and remedies in the DOT credit agreements and related transaction agreements are appropriate for the particular transaction, provide adequate security to the Government, and are consistent with the governing statutes and regulations implementing the TIFIA credit program.

c. Reviewing and becoming familiar with senior (and subordinated, if applicable) lending agreements and project documents (including concession agreements, construction contracts, operations and maintenance contracts, and related financial and performance supporting documents) in order to provide advice to DOT on matters therein that could affect the DOT position and decisions regarding the terms of TIFIA documents such as those listed in (a.), above.

d. Issuing formal opinions to DOT related to its specific advice and consultation as well as formal legal opinions regarding the validity and enforceability of the security granted to DOT and the DOT representations.

e. Reviewing, assisting and advising DOT with negotiating and modifying, as appropriate, all legal opinion letters required for closing a transaction including, but not limited to, borrower’s counsel, lender’s counsel, and/or bond counsel, as appropriate.

f. Furnishing analysis that could be incorporated into briefing memoranda making recommendations with regard to TIFIA credit instruments.

g. Providing sophisticated legal services, as appropriate, to DOT on all tasks required for financial close of the credit transaction including, but not limited to, the preparation of the closing memorandum, the review of all final documentation, and handling of all closing activities. Such closing is often held simultaneously with the senior project loan or bonds (if any) and other agreements related to the transaction.

h. Providing DOT both printed and electronic copies of the final transaction documents

(the “closing binder”) no later than 45 days after DOT’s execution of the credit agreement, and preparing and delivering to DOT a summary of the terms and conditions of the TIFIA credit arrangements.

i. Providing ongoing advice and counsel to DOT, after the close of each credit transaction, regarding all legal aspects of proposed amendments, waivers and modifications of the credit transaction, and advising DOT with respect to workouts, bankruptcy and other matters affecting existing TIFIA credit facilities.

2. The Contractor shall provide special technical and legal advice relating to the TIFIA credit program including research and the issuance of legal opinions not related to a specific credit transaction, including advice with respect to issues that may involve significant, little or no precedent.

3. The Contractor shall prepare for in advance and attend meetings in Washington, D.C.

(and sometimes elsewhere in the United States) and participate in conference calls involving DOT (including TIFIA credit program staff, DOT in-house counsel and outside financial advisor) and the borrower, as necessary. Each credit negotiation will require several meetings in Washington, D.C. or a location convenient to the borrower. The Contractor shall host negotiation meetings in Washington, D.C. at a facility with capacity for up to 25 attendees. The Contractor shall be prepared to attend or host meetings on short notice.

See Attachments 1 and 2 for further information.

SECTION D - PACKAGING AND MARKING

PACKAGING

Preservation, packing, and packaging of items for shipment shall be in accordance with commercial practice and adequate for acceptance by common carrier for safe transportation at the most economical rates.

SHIPMENT AND MARKING

Shipment of deliverable items, unless otherwise directed by the Government, shall be as follows:

Ship to:

Federal Highway Administration (To be filled in at time of award.)

1200 New Jersey Ave., SE Washington, DC 20590

Mark for: (To be filled in at time of award.)

The Contractor shall mark each shipment with the company name, this contract number, the item identification, quantity of items, and notice of partial or final delivery.

F.O.B. POINT

The f.o.b. point for all items, unless otherwise directed by the Government, shall be as follows:

Federal Highway Administration (To be filled in at time of award.)

1200 New Jersey Ave., SE

Mark for: (To be filled in at time of award.)

All items shall be shipped f.o.b. destination.

SECTION E - INSPECTION AND ACCEPTANCE

All work hereunder shall be subject to review by the Government.

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: www.acquisition.gov/far

52.246-4 INSPECTION OF SERVICES – FIXED PRICE (AUG 1996)

52.246-5 INSPECTION OF SERVICES – COST-REIMBURSEMENT (APR 1984)

52.246-6 INSPECTION – TIME-AND-MATERIAL AND LABOR-HOUR (MAY

2001)

SECTION F - DELIVERIES OR PERFORMANCE

PERIOD OF PERFORMANCE

All work and services required hereunder shall be completed on or before 60 months from the effective date of the contract. However, any task orders issued prior to the expiration date of this contract and not completed within the period of performance of the contract shall be completed by the Contractor within the time specified under the task order. The Contractor is required to abide by the terms and conditions of this contract until the conclusion of the performance of each task order issued hereunder. The period of performance for each task order will be specified within the task order document.

CONTRACT MINIMUM/MAXIMUM

The Government will place a minimum order value of $50,000 over the contract period of performance.

In the performance of task orders issued pursuant to this contract, the Government shall place a maximum order value of [to be filled in at award] during the period of performance.

PLACE OF DELIVERY

The monthly progress reports (See Section G), and other deliverables as specified by individual task orders shall be delivered via email to the COR at the following email address:

(to be filled in at award)

The monthly progress reports shall also be delivered via email to the Contract Specialist at the following email address:

(to be filled in at award)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

http://www.acquisition.gov/far

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: www.acquisition.gov/far

52.242-15 STOP-WORK ORDER (AUG 1989)

52.247-34 F.O.B DESTINATION (NOV 1991)

SECTION G - CONTRACT ADMINISTRATION DATA

TASK ORDER PROCEDURES

All funds expended under this contract shall be incurred and accounted for under individual task orders. All task orders (TOs) are subject to the terms and conditions of this contract.

The following ordering procedures apply to all task TOs issued under this contract. All TOs under this contract will be competed unless a special exception to competition applies. Any supplies/services to be furnished under this contract will be ordered by issuance of written TOs.

TOs shall be issued in accordance with FAR 52.216-18, 52.216-19, and 52.216-22 (See Section I). In addition:

(a) Only an authorized FHWA Contracting Officer can issue a TO under this contract.

(b) All TOs are subject to the terms and conditions of the contract. In the event of conflict between a TO and the contract, the contract will take precedence.

(c) All costs associated with preparation, presentation, and/or discussion of the

Contractor’s TO proposal shall not be billable as direct contract expenses.

(d) The Contracting Officer or COR will issue Task Order Proposal Requests (TOPRs) to each IDIQ Contractor awarded a contract in response to RFP DTFH61-12-R-00018, in accordance with Fair Opportunity to Compete clause below, as requirements are identified. Each TOPR will indicate the objective or results desired by the Government. This objective will be within the scope, period, and maximum value of the contract. The TOPR may be issued by electronic means. Each TOPR will indicate the desired TO type, the due date for proposal submission, the estimated level of effort (if applicable), any Government estimates for equipment and/or travel, any special requirements, and any additional selection criteria not specifically identified in the Task Order Selection Criteria clause below.

(e) Upon receipt of a TOPR, the Contractor shall prepare a written task order proposal.

The Contractor shall submit one electronic copy of the task order proposal to the Contracting Officer and one electronic copy to the COR. The task order proposal shall include, as a minimum, the following information:

http://www.acquisition.gov/far

(1) A discussion of the task order objective demonstrating the Contractor’s understanding of the desired outcome.

(2) A concise work plan for achieving the task order objectives that clearly demonstrates the Contractor’s understanding of and planned approach to the problem.

(3) A performance schedule that provides the following information:

i. Planned accomplishments/milestones

ii. Anticipated problems or challenges

iii. Planned solutions to anticipated problems or challenges

(4) Qualifications of the proposed staff, including any proposed subject matter expert consultants.

(5) Identification of those responsible for preparation of the task order plan.

(6) A detailed cost/price proposal, including:

i. Proposed level of effort and labor categories

ii. The corresponding labor rates

iii. Other Direct Costs as applicable (materials, travel, etc)

iv. Applicable indirect rates

v. Rate of fixed fee/profit

(f) Proposals shall be delivered, on or before the due date, both to the COR and to the

Contract Specialist at the following email addresses:

Attn: (to be filled in at award) Attn: (to be filled in at award)

(g) All task order proposals will be evaluated in accordance with the clause entitled, Task Order Selection Criteria. The Contracting Officer’s selection decision on each TO request shall be final and shall not be subject to protest.

(h) Upon selection/acceptance of a task order proposal, the Contracting Officer shall execute a Task Order. This Task Order will contain, as a minimum, the following information:

1) Name and signature of Contracting Officer

2) Task Order Number and Contract Number

3) Effective Date of Task Order

4) Task Order subject and description of Work (including deliverables)

5) Period of Performance

6) Total Amount of Task Order

7) Accounting Data

8) Reporting Requirements

9) Work Plan

(i) No work will be performed and no payment will be made except as authorized by a properly executed TO.

(j) The Limitation of Funds or Limitation of Costs clauses will apply to any cost-plus-fixed-fee task order individually. Therefore, the Contractor is required to notify the Contracting Officer by each individual task order in accordance with clauses 52.232- 22, Limitation of Funds, and 52.232-21, Limitation of Costs, as applicable. Any questions please contact the Contracting Officer.

NOTE: The type of task orders issued will vary based on the nature of the work requested and the Contracting Officer’s determination.

TASK ORDER SELECTION CRITERIA

The FHWA anticipates that the following elements will be the standard criteria for awarding individual task orders: technical merit, adequacy of proposed staffing, past performance and cost/price in relation to task order requirements. Each task order will indicate any changes or additions to standard criteria. The order of importance for the factors will be identified in each individual task order proposal request. Evaluation of past performance will be based on each awardee’s proposal’s past performance data as supplemented by the Government and Contractor during the period of performance. As work proceeds under this contract, it is probable that the past performance data submitted with the original contract proposal will be given less weight as current performance reports received on task orders performed under this contract.

FAIR OPPORTUNITY TO COMPETE

It is the Government’s intent to give each awardee a “fair opportunity” to compete for each order in excess of $2,500. However, awardees need not be given the opportunity to be considered for a particular TO if the Contracting Officer determines that:

(a) The agency need for such supplies or services is of such urgency that providing such opportunity would result in unacceptable delays;

(b) Only one such Contractor is capable of providing such supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized;

(c) The order should be issued on a sole source basis in the interest of economy and efficiency as a logical follow-on to a TO already issued under the contract or through exercise of option periods specified in the original TO, provided that all awardees were given fair opportunity to be considered for the original TO; or

(d) It is necessary to place a TO to satisfy a minimum guarantee.

OMBUDSMAN

The Contracting Officer’s selection decision on each TO request shall be final and shall not be subject to protest, except for a protest that the TO increases the scope, period, or maximum value of the contract. Accordingly, in accordance with FAR 16.505 (b) (5), an ombudsman has been appointed to hear and facilitate the resolution of Contractor’s concerns resulting from task order award. The existence of the ombudsman is not to diminish the authority of the Contracting Officer. Further, the ombudsman does not participate in the evaluation of the proposals or the adjudication of formal contract disputes. Therefore, before consulting with the ombudsman, interested parties must first address their concerns, issues, disagreements and/or recommendations to the Contracting Officer for resolution.

If resolution cannot be made by the Contracting Officer, interested parties may contact the FHWA ombudsman, OMBUSDMAN POC TO BE INSERTED AT AWARD.

PAYMENT – COST REIMBURSEMENT

(a) The Contractor may be reimbursed for direct and indirect costs incurred in the performance hereof as are allowable under the provisions of Part 31.2 of the Federal Acquisition Regulation in the not-to-exceed amount of $____________ (to be negotiated) subject to the Limitation of Funds Clause.

(b) For cost-plus-fixed-fee task orders, the Contractor may request monthly interim payments for costs incurred during the performance of each specific task order. A statement of costs incurred by the Contractor in the performance of cost-plus-fixed-fee task orders issued under this contract and claimed to constitute allowable costs shall support each monthly interim payment request. Each monthly interim payment request shall be submitted in accordance with "The FHWA Billing Instructions for Cost Reimbursement Contracts" to be considered proper for payment. Prior approval of the Contracting Officer is required if the Contractor wishes to use a different payment request format.

(c) In accordance with clause 52.232-25, "Prompt Payment", monthly interim payments will be made by the 30th day following receipt of proper request for payment by the designated billing office, unless audit or other review is considered necessary to ensure compliance with the terms and conditions of the contract. All interim payments hereunder will be made upon further determination by the Contracting Officer that the Contractor is making adequate progress toward successful contract completion.

(d) Final invoice payment shall be made upon the Contracting Officer's determination that all contract requirements have been completed. The payment due date for final invoice shall be established in accordance with the clause 52.232-25.

(e) The actual amount of fixed fee payable under this IDIQ contract will be established through the issuance of any cost-plus-fixed-fee task orders under the contract. The Contractor may request payment of fixed fee, by submission of a separate invoice, upon the successful completion of each cost-plus-fixed-fee task order unless otherwise specified in the task order. The Government will pay the fixed fee amount for each Task

Order based on the Contracting Officer’s determination that all work under the Task Order has been satisfactorily completed.

PAYMENT OF FIRM FIXED PRICE TASK ORDERS

For firm-fixed-price task orders, unless otherwise specified in the individual task order, the Contractor may request payment for the firm-fixed-price specified in the task order upon the Government’s acceptance of all work under that task order. Satisfactory completion and acceptance of the task order will be made by the Contracting Officer.

INDIRECT COSTS

Pending the establishment of final indirect cost rates which shall be negotiated based on audit of actual costs as provided in Subpart 42.7 of the Federal Acquisition Regulation, the Contractor shall be reimbursed for allowable indirect costs hereunder at the billing rate of [__TO BE NEGOTIATED__]. This INDIRECT COST provision does not operate to waive the LIMITATION OF FUNDS Clause. The Contractor's audited final indirect costs are allowable only insofar as they do not cause the Contractor to exceed the total estimated costs for performance of the contract listed on page 2 (SECTION B) and under the PAYMENT provision above.

LABOR ESCALATION

The aggregate escalation of direct labor rates for all personnel billed under this contract shall not exceed [to be negotiated, percentage] per year, during the period of performance.

INVOICING REQUIREMENTS

A proper invoice includes the following information:

1. Name of the business concern, invoice date and number (sequential numbering of invoices under each Task Order is required).

2. Task Order number

3. Service being invoiced

4. Amount of current invoice

5. If cost reimbursement, breakdown of costs by cost element (i.e. labor, overhead, ODCs, travel, fee, etc…)

6. Signature of an authorized official, certifying that the invoiced amounts are proper.

7. Taxpayer Identification Number

8. Date of delivery or servicer

The cumulative amount billed to date, and supporting documentation for travel and per diem or other reimbursable costs should be displayed on subsequent pages of the invoice.

Submit all invoices to one of the following invoice addresses:

All invoices and required supporting documents may be sent via e-mail to the following e-mail address: 9-AMC-AMZ-FHWA-Invoices@faa.gov.

(a) Include the invoice as an attached PDF document

(b) Include in the e-mail subject line the following:

(i) “Invoice No. #

(ii) Contract/Agreement Number

(iii) Name of your Company/Organization.”

(iv) Attention: To be filled in at time of award

Example: Invoice No. 35 – DTFH61-08-C-00001 – ABC Company – Attention:

John Doe

If the invoice and supporting documents exceed 8 MB as an e-mail attachment, the Contractor must select one of the other submission options presented below:

Invoices submitted via an overnight service must use the following physical address:

MMAC

FHWA/AMZ-150

6500 S. MacArthur Blvd Oklahoma City, OK 73169 Attention: To be filled in at time of award Express Delivery Point of Contact: April Grisham, 405 954-8269

Invoices may be submitted via regular U.S. Postal Service to the following address:

Federal Highway Administration Markview Processing

P.O. Box 268865 Oklahoma City OK 73126-8865

Attention: To be filled in at time of award

All invoices, regardless of submission method, must identify the Contract Specialist as the invoicing point of contact.

An invoice submitted to an address other than those identified above will be returned to the vendor as non-conforming.

NOTE: Each task order shall be invoiced individually with discrete numbering and tracking of costs.

SUBCONTRACTS - ADVANCE NOTIFICATION AND CONSENT

The requirements of FAR 44.2, CONSENT TO SUBCONTRACTS, have been fulfilled for the following subcontracts:

[as negotiated] mailto:9-AMC-AMZ-FHWA-Invoices@faa.gov

Any future change or revision to the Statement of Work or other applicable aspects of this contract shall include the subcontract(s) only to the extent that performance of the subcontract(s) is directly affected by the change or revision.

TRAVEL AND PER DIEM

Travel will be reimbursed in accordance with the Federal Acquisition Regulation (FAR), and the current Federal Travel Regulations (FTR) which are promulgated at 41 CFR, Chapters 300 to 304 and viewable at www.gsa.gov/federaltravelregulation. The FTR implements statutory requirements and Executive branch policies for travel by federal civilian employees and others authorized to travel at government expense. The total travel costs shall not exceed the amounts negotiated at the contract or task order level without express written approval of the Contracting Officer. The following issues are summarized below to ensure a thorough and consistent understanding:

Travel requirements under this contract shall be met using the most economical form of transportation available. If economy class transportation is not available, the request for payment voucher must be submitted with justification for use of higher class travel indicating dates, times, and flight numbers. All travel shall be scheduled sufficiently in advance to take advantage of offered discount rates, unless authorized by the Contracting Officer. Fee is not authorized for travel and per diem expenses.

Approved per diem rates and POV mileage reimbursement rates are located at www.gsa.gov/perdiem.

NOTE: Most “economical form of transportation available” includes nonrefundable tickets for travel unless the task order specifically states that the travel date(s) is tentative only.

CONTRACTING OFFICER'S REPRESENTATIVE (COR)

(a) The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work delivered under this contract.

(b) The Contracting Officer will designate a Contracting Officer’s Representative (COR) at time of contract award. The COR’s responsibilities will include technical monitoring of the Contractor’s performance and inspecting and accepting deliveries under the contract. The COR will be appointed in writing, at which time ALL of the responsibilities of the COR will be detailed, and a copy of the appointment memorandum will be furnished to the Contractor. Any changes to the COR delegation will be made in writing, either by changes to the existing memorandum, or by issuance of a new appointment memorandum. Copies of any changes will be provided to the Contractor.

(c) The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to any modification of the delivery schedule;

http://www.gsa.gov/federaltravelregulation http://www.gsa.gov/perdiem

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(4) Terminate, for any reason, the Contractor’s right to proceed, or issue any order causing the Contractor to stop work;

(5) Obligate in any way, the payment of money by the Government.

(d) The Contractor shall comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum. The Contractor need not proceed with direction that it considers to have been issued without proper authority. The Contractor shall notify the Contracting Officer in writing, with as much detail as possible, when the COR has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR’s appointment, within 3 days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting Officer’s response issued under paragraph (e) of this clause.

(e) The Contracting Officer shall respond in writing within 30 days to any notice made under paragraph (d) of this clause. A failure of the parties to agree upon the nature of a direction, or upon the contract action to be taken with respect thereto, shall be subject to the provisions of the Disputes clause of this contract.

(f) The Contractor shall provide copies of all correspondence to the Contracting Officer and the

COR.

(g) Any action(s) taken by the Contractor, in response to any direction given by any person acting on behalf of the Government or any Government official other than the Contracting Officer or the COR acting within his or her appointment, shall be at the Contractor’s risk.

KEY PERSONNEL

The Contractor has designated the following as the key personnel under this contract:

Position Personnel To be filled in At time of award

In the event that the key personnel become unavailable to continue in the performance of this contract, the appointment of a replacement shall be subject to prior written approval of the Contracting Officer.

CONTRACTOR SUPERVISION

The Contractor shall provide total supervision of its staff. Government personnel are not authorized or permitted to supervise any Contractor personnel. The Contractor's Project Manager for this Contract is ______________, who shall communicate with the COR to determine the Government's work requirements as set forth in the Statement of Work and shall assure that these requirements are fulfilled. In the event the designated Project Manager is incapacitated due to illness or injury or otherwise is to be removed by the Contractor during the contract performance, replacement of the incumbent Project Manager shall be subject to the approval of the CO.

NON-PERSONAL SERVICES CONTRACT

This contract is a “non-personal services contract” as defined in the FAR Subpart 37.101. It is understood and agreed that the Contractor and/or Contractor’s employees, consultants and subcontractors:

(1) Shall perform the services specified herein as independent Contractors, not as employees of the Government.

(2) Shall be responsible for their own management and administration of the work required, and bear sole responsibility for complying with any and all technical, schedule, or financial requirements or constraints attendant to the performance of this contract.

(3) Shall be free from any direct or indirect supervision or control by any Government employee with respect to the manner or method of performance of the services specified.

(4) Shall, pursuant to the government rights under contract clauses such as “Inspection,” and “Key Personnel” comply with such general direction of authorized Government employees as is necessary and appropriate to ensure accomplishment of the contract requirements and objectives.

RESTRICTIONS AND STANDARDS OF CONDUCT

The Contractor and his/her employees shall conduct only business covered by this contract during periods paid for by the FHWA and shall not conduct any other business on Government premises. Contractor personnel shall abide by the normal rules and regulations applicable to the FHWA premises, including any applicable safety and security regulations.

MONTHLY PROGRESS REPORTS

Monthly progress reports shall be made on the basis of each task order issued under this contract.

However, the Contractor shall submit the compiled reports for all concurrent task orders as one submission. The Contractor shall furnish one electronic copy of a monthly report (see sample format in Section J) to the COR and one electronic copy to the Contract Specialist on or before the 15th of the month following the month being reported.

Each report shall contain concise statements covering the activities relevant to each task order, which shall be covered individually:

(a) A clear and complete account of the work performed during the month reported.

(b) An outline of the work to be accomplished during the next report period.

(c) A description of any problem encountered or anticipated that will affect the completion of the individual task order within the time and fiscal constraints as set forth in the task order, together with recommended solutions to such problems; or, a statement that no problems were encountered.

(d) A tabulation of the planned, actual and cumulative hours expended by the personnel identified in the task order.

Additional reporting requirements may be included at the task order level.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

PROCUREMENT AUTHORITY

FHWA is the only agency authorized to place orders under this contract, or to modify, suspend, or terminate this contract. The FHWA Office of Acquisition Management Contracting Officer is the only individual within FHWA authorized to perform this function.

POST-AWARD EVALUATION OF CONTRACTOR PERFORMANCE –

CONTRACTOR PERFORMANCE EVALUATIONS

a. Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.1502 and TAM 1242.1502. The final performance evaluations will be prepared at the time of completion of work.

b. The Contractor can elect to review the evaluation and submit additional information or a rebuttal statement. The Contractor will be permitted 30 calendar days to respond.

Contractor response is voluntary. If the contractor does not respond within 30 days, the Government will presume that the contractor has no comment. Any disagreement between the parties regarding an evaluation will be referred to an individual at a level above the Contracting Officer, whose decision is final.

c. Copies of the evaluations, Contractor responses, and review comments, if any, will be retained as part of the contract file, and may be used to support future award decisions.

FHWA utilizes the Contractor Performance Assessment Reporting System (CPARS) to record and maintain past performance information. CPARS hosts a suite of web-enabled applications that are used to document Contractor performance information that is required by Federal Regulations.

The CPARS module assesses performance on contracts for Systems, Services, Information Technology, and Operations Support. The Architect-Engineer Contract Administration Support System (ACASS) module assesses performance on Architect-Engineer contracts. The Construction Contractor Appraisal Support System (CCASS) module assesses performance on Construction contracts. CPARS reference material can be accessed at http://www.cpars.csd.disa.mil/cparsfiles/cpars/refmatl.htm.

The registration process requires the Contractor to identify an individual that will serve as a primary contact. This individual will be authorized access to the evaluation for review and comment. In addition, the contractor is encouraged to identify a secondary contact in the event the primary contact is unavailable to process the evaluation within the required 30-day time period. After the FHWA Contract Specialist registers the contract in CPARS, the contractor will receive a system generated e-mail notifying him/her that the contract is registered. A system generated e-mail will also provide the contractor with a User ID if the person does not already have a CPARS User ID.

Once a performance evaluation has been prepared and is ready for comment, the Contractor representative will receive a system generated e-mail notification that the performance evaluation is electronically available for review and comment. The Contractor representative will receive an automated e-mail whenever an assessment is completed and can subsequently retrieve the completed assessment from CPARS.

Contractors may access evaluations at www.cpars.csd.disa.mil for review and comment in

CPARS.

UNAUTHORIZED USE AND DISCLOSURE OF PROPRIETARY INFORMATION

To the extent that the work under this Contract requires access to proprietary data, the Contractor shall protect such data from unauthorized use. This refers to either Government or other confidential financial or business information.

ACCESS TO SENSITIVE INFORMATION BY CONTRACTOR EMPLOYEES

Work under this contract may involve access to sensitive information* which shall not be disclosed by the Contractor unless authorized by the Contracting Officer. To protect sensitive information, the Contractor shall provide training to any Contractor employee authorized access to sensitive information and, upon request of the Government, provide information as to an individual's suitability to have such authorization. Contractor employees found by the Government to be unsuitable or whose employment is deemed contrary to the public interest or inconsistent with the best interest of national security, may be prevented from performing work under the particular contract when requested by the Contracting officer.

The Contractor shall ensure that Contractor employees are: (1) citizens of the United States of America or an alien who has been lawfully admitted for permanent residence or employment (indicated by immigration status) as evidenced by Immigration and Naturalization Service documentation; and (2) have background investigations in accordance with DOT Order 1630.2B, Personnel Security Management.

The Contractor shall include the above requirements in any subcontract awarded involving access to Government facilities, sensitive information, and/or resources.

*Sensitive Information is proprietary data or other information that, if subject to unauthorized access, modification, loss or misuse could adversely affect national interest, conduct of Federal programs, or privacy of individuals specified in the Privacy Act, but has not been specifically authorized to be kept secret in the interest of national defense or foreign policy under an Executive Order or Act of Congress.

http://www.cpars.csd.disa.mil/

DISSEMINATION OF CONTRACT INFORMATION

The Contractor shall not publish, permit to be published, or distribute information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer. Two copies of any material proposed to be published or distributed shall be submitted to the Contracting Officer, and one copy to the COR.

LIMITATION ON FUTURE CONTRACTING

It is agreed by the parties of this contract that the Contractor will be restricted in its future contracting with FHWA to the manner described below. Except as specifically provided in this clause, the Contractor shall be free to compete for FHWA business on an equal basis with other companies.

If the Contractor, under the terms of this contract, is required to develop specifications or statements of work, or materials leading directly, predictably or without delay to a statement of work to be used in the competitive procurement of a system or services, the Contractor shall be ineligible to perform the work described within that solicitation as a prime Contractor, subcontractor, consultant, or in any capacity to any supplier under an ensuing FHWA contract.

Such restrictions shall remain in effect for one year following the date of the initial solicitation.

PAYMENT BY ELECTRONIC FUNDS TRANSFER - CENTRAL CONTRACTOR

REGISTRATION

The contract resulting from this solicitation will contain FAR clause 52.232-33, “Payment by Electronic Funds Transfer - Central Contractor Registration.” All Contractors receiving payments under FHWA contracts, purchase orders, delivery orders, or other contractual vehicles must be registered in the Central Contractor Registration (CCR) database. The CCR is a Department of Defense (DOD) web-based repository of Contractor information. The Electronic Funds Transfer information in the CCR must be accurate in order for Contractors' invoices or contract financing requests to be considered proper invoices for the purpose of prompt payment under DOT contracts.

Interested offerors should read and understand the requirements of FAR 52.232-33. The successful offeror must register in the CCR before submitting any invoices or contract financing instruments to the FHWA, and must maintain current, updated information in CCR throughout the performance period of the contract. Offerors can register in CCR at any time and are encouraged to do so immediately.

Offerors may register in the CCR database and obtain additional information at http://www.ccr.gov, or by calling 1-888-227-2423. The Contractor is responsible for the accuracy and completeness of the data within the CCR, and for any liability resulting from the DOT's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor must confirm on an annual basis that its information in the database is accurate and complete.

*****ALERT**** FRAUDULENT CCR LETTERS***********

Recently, current U. S. Department of Transportation (DOT) Contractors and potential Contractors have received fraudulent letters purporting to be issued by DOT. These fraudulent letters request that current or potential Contractors register in the DOD CCR. If you receive such a letter, please DO NOT complete the requested CCR worksheet that is attached to the letters and DO NOT release any information to the facsimile number cited in the letter. Please be aware that no Federal agency requires any confidential information to be submitted to verify CCR registration. The CCR is a legitimate government system. However, to register, Contractors should go directly through the CCR website and never through a third party. There is no requirement to send information directly to any Federal agency. For information on how to register in the CCR, please visit website http://www.ccr.gov/ or http://www.ccr.gov/index.cfm .

PART II

SECTION I - CONTRACT CLAUSES

FH.1 Printing Restrictions

All printing funded by this agreement must be done in conformance with Joint Committee on Printing regulations as prescribed in Title 44, United States Code, and Section 308 of Public Law 101-163, and all applicable Government Printing Office and Department of Transportation regulations.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://acquisition.gov/far

52.202-1 DEFINITIONS (JUL 2004)

52.203-3 GRATUITIES (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT

(SEP 2006)

52.203-7 ANTI-KICKBACK PROCEDURES (OCT 2010)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY (JAN 1997)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (OCT 2010)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT

(APR 2010)

52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007)

(3) Any required posters may be obtained as follows:

Poster(s) Obtain from Fraud http://www.oig.dot.gov/sites/dot/files/OIG-generic-2.pdf

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER (MAY 2011)

52.204-7 CENTRAL CONTRACTOR REGISTRATION (FEB 2012)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS (FEB 2012)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED,

OR PROPOSED FOR DEBARMENT (DEC 2010)

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS (FEB 2012)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS (MAY 2011)

52.215-2 AUDIT AND RECORDS--NEGOTIATION (OCT 2010)

52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT (OCT 1997)

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2010)

52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)

52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT

BENEFITS (PRB) OTHER THAN PENSIONS (JUL 2005)

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009)

52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2011)

(a) Invoicing.

(3) The designated payment office will make interim payments for contract financing on the _30th day http://www.oig.dot.gov/sites/dot/files/OIG-generic-2.pdf

52.216-8 FIXED FEE (JUN 2011)

52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from [dates to be inserted at time of award].

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $3,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor--

(1) Any order in excess of the maximum dollar value of the contract;

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY (OCT 1995)

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order.

The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any…